The Futures Agency ...

Delighted to be part of the newly formed “Futures Agency”.

This new grouping of digital strategists and futurists has been put together by leading media futurist, Gerd Leonhard. The group offers international consultancy services to companies and organisations looking for a glimpse of the future and wanting to position themselves for tomorrow.

Check out some of the really cool and experienced members of this group at www.thefuturesagency.com.

My expertise is as the Futures Agency’s resident legal and deal-making expert. I’m looking forward to deploying for clients some of the negotiation tips from my iphone app “Close My deal” -www.closemydeal.co.uk

There are many different business cultures all around the world, but it’s amazing how similar we all are when it comes to the basic ground rules of effective negotiation – rules that are rarely taught or practised. In every country win/win is the attitude that makes for successful deal-making. All good negotiators will also have a command of negotiation process, always knowing what stage of a negotiation they are at. They will be able to identify and work positively with the needs of others, and they will know how to choose the right behaviour for the right occasion (there are 12 to choose from by the way). They will be able to deal with tough guys and also know how to evaluate the bargaining power in any deal – who holds the Aces?

Doesn’t matter if they are from the UK, US, China or Timbukto, good negotiators all have the same underlying DNA….

Citigroup winning Hands-down? ...

Interesting to see Judge Jed Rackoff ruling against Terra Firma in its EMI case this week on the question of the maximum level of damages that Terra Firma could win if the Court finds in its favour.
He held that the maximum pay-out could be US$2 billion rather than the US$8 billion of punitive damages claimed by Terra Firma.
Is that encouraging for Citigroup? Maybe. But this dispute is more about each side’s reputation than the money. Moreover, a clearer indication of the Judge’s view may be his aside that he regards this as a “catfight between two rich companies”. That suggests that he may not have vast wells of sympathy for either party. All of which should point to a settlement being the right answer, rather than the continued enormous expense of litigation. The only problem there is that, as pointed out in my blog of October 22nd, each party needs to feel that its reputation has been saved by virtue of any settlement. As so often in negotiation, face-saving options for the participants are the most critical part of the deal….

Can BSkyB resist Rupert’s Bear-hug? ...

The proposed deal for News Corp to buy out the other existing shareholders at BSkyB throws up some interesting scenarios in relation to the participants’ needs and how they can best be met. A quick look at the needs, bargaining power and behaviour patterns on all sides suggests that a deal will be forthcoming. But how this might be viewed in any investigation by the Competition Authorities is another matter.

Looking at the needs of Rupert Murdoch’s Newscorp it would seem that a familiar pattern is being played-out. The deal would provide a source of cash from BSkyB’s operations which are forecast to grow rapidly – by as much as 70% over the next 2 years. This would no doubt be useful to Murdoch’s media empire at a time when there is a reassurance need for cash-flow, as newspaper revenues plummet all over the world, and the jury remains out on whether this trend can be reversed through the introduction of the kind of “pay-walls” recently introduced by Murdoch for The Times newspaper.

In terms of other personal needs, there is no need to dwell long on the partial satisfaction of Murdoch’s ‘achievement’ need which this deal would also represent. The man has been executing headline-grabbing and ground-breaking media deals for 60 years, and is not likely to stop scratching that itch until he is 6 feet under, at the earliest.  The deal is also another gratifying instalment in the saga of the Murdoch Dynasty, a family that loves to be seen to be commanding respect and attention.

That brings us to James Murdoch, who as CEO of BSkyB finds himself in an interesting position. It is hard to believe that Murdoch’s bid would have been launched without his son’s tacit support. However, though he is no doubt loyal to his family, I wonder if there is something just slightly irritating in this deal for baby James?

Like any child of a masterful parent, he may sometimes feel that his father’s shadow looms large in his life. Children in his situation often develop strong and understandable needs to create their own achievements. Over the last few years he has successfully escaped Murdoch Senior’s shadow by forging his own formidable reputation as a very successful and smart businessman. Now he finds himself on the brink of coming back under his father’s wing again.

It may well be that as part of the deal to garner his son’s support for this take-over, Rupert Murdoch has had to come up with some ‘coinage’ – a negotiating reference to a concession which may not have huge value to the giver, but is highly valued by the receiver because it meets a personal need. Perhaps this coinage is a potential new role for his son, maybe in another company or division, where James can continue to develop his reputation and success, and satisfy his own dreams and ambitions independently of his father. Or maybe, dare one say it, it’s even a promise that Rupert Murdoch will step aside from running the combined entity in due course in favour of his son?

And what of the other independent Board members of BSkyB, including heavyweights like Gail Rebuck (Chairman and CEO of Random House), Alan Leighton (ex CEO of Asda) and Nick Ferguson? They may well be feeling that this is a difficult deal to stop, regardless of their point of view. Newscorp has a lot of bargaining power to bring to the table:

  • Market power, weight deriving from its size and resources
  • Expert power in relation to its understanding of the satellite-TV market
  • Network power based on the connection between Murdoch Senior and his son.

In this context, other Board members may be feeling uncertainty as to their own position, if and when the takeover happens. Rupert Murdoch is known as a tough negotiator whose style is based on ‘pushing’ his own agenda, rather than accommodating the needs of others. So, the other BSkyB Board members may feel that their needs are best satisfied by preserving their own reputation for integrity and shrewdness, through pushing Murdoch to the highest price to which he will go.

This certainly seems to be the gist of the early exchanges of bids, with BSkyB rejecting Murdoch’s current bid of 700 pence per share and insisting that a price in excess of 800 pence per share is required. This would value the 61% of BSkyB shares that Murdoch wishes to buy at some £1 billion more than the News Corp offer of £8 billion (which itself represented a 27.5% premium above the average BSkyB share price over the last 12 months).

Rupert Murdoch is not a man easily put-off when he closes in on a potential acquisition, so the expectation must be that, ultimately, enough needs would be met by all participants that BSkyB agrees to the take-over deal. Whether the Competition Authorities will feel the same way is another question.

There may be issues in Brussels and in front of the OFT about an arrangement which would give one company control over the largest digital pay-TV platform in Britain, major newspapers such as the Times, Sunday Times, and the Sun, and a burgeoning broadband and telephony operation. However, that’s another deal for another blog…

Paul Rich Award Winner ...

Never Mind the Bollocks, was Malcolm Mclaren a good negotiator? ...

I first met Malcolm Mclaren in 1991, when I was naïve a young lawyer, newly installed as Head of Business Affairs at RCA. Our Chairman summoned me to tell me that he had just struck a deal with Malcolm to produce a TV drama for Channel 4 called “Ghosts of Oxford Street”. RCA was to sell the accompanying soundtrack album.

The premise of the show was a fantasy, eerie jaunt through the history of the West End of London, with a Christmas theme, and musical interludes from the likes of the Pogues and the Happy Mondays.

From the start Malcolm cheerfully caused chaos at every opportunity. He overspent the budget for recordings, shifted the creative direction of the show at will, missed deadlines and avoided all efforts to pin him down. This was definitely a wacky negotiating climate.

I called him one day when yet another unexpected bill for £3, 000 had appeared. “Do you think you could ask us before you spend our money?” I suggested to  him, politely. He wafted me away; “Don’t be so gray, Clive, don’t be so gray”

Sadly the show was not a hit, and because the show flopped RCA didn’t sell any records either. One problem was that the show aired after Christmas day itself. Generally speaking trying to sell Christmas records in the week after Christmas is harder than shifting Brussels Sprouts.

I don’t know that I would classify Malcolm as a truly effective negotiator. All that wackiness tended to put partners on edge, and he had a bit of a win-lose attitude to the needs of others.

However, negotiating with Malcolm was definitely a colourful experience, and not at all gray……..the world will miss him

Will it be “Deal” or “No Deal” for the British electorate? ...

When you make a “bid” in a negotiation, the key to success is that people believe that you mean what you say. If they don’t believe you then your bid lacks credibility and won’t get you the deal that you want.  That is why the scandal over MP’s expenses has created a problem for all the main political parties when it comes to fashioning a deal with us, the electorate, to secure our votes in exchange for their promises.

Normally when you “bid” you use some sort of “push” behaviour to secure what you are asking for. Maybe you state an expectation (“the recovery is safe in our hands”) or you utilise an incentive (“vote for us and we’ll abandon the 1% increase in NI”). Sometimes you might use “joining” behaviour which paints a positive picture of what accepting your bid would mean for both sides (eg “vote for change”). Read More »

Penny for the Guy? Why Terra Firma should get its Hands on further funding ...

EMI is apparently in a scramble for cash and working on a bonus scheme to persuade investors to inject an extra £120 million. This is to stave off a takeover by its bank, Citigroup. From a negotiating standpoint, however, the odds of raising the money are strongly in its favour.

The headlines surrounding EMI’s financial woes do not make particularly pretty reading:

- Terra Firma acquired EMI for £4.2 billion in 2007, saddling the company with more than £2.6 billion of debt. This was raised by Terra Firma’s advisors on the deal, Citigroup. EMI has now reported losses of £1.75 billion for last year, and Terra Firma has apparently written down the value of its investment by 90%.  Heritage assets such as Abbey Road studios have been put up for sale.

- As a result, a cash call has gone out to raise a further £120 million from investors so that Terra Firma does not breach the terms of its Citigroup loans in June, in which case EMI would fall into the hands of its bankers. Read More »

Live Nation and Ticketmaster merger approved ...

The proposed merger between Live Nation and Ticketmaster has been approved by the Competition authorities in the US and the UK. This creates a giant in the entertainment industry, “Live Nation Entertainment”, with interests spanning ticketing, promotion, venue management, merchandising and artist management.

But there has been concern at the impact on ticket prices of having so much market power concentrated in one organisation – and dismay from other elements of the Live Event supply chain.

Artists such as Bruce Springsteen have spoken out against the “monopoly” being created. Managers, independent promoters and venues have voiced misgivings that Live Nation Entertainment will be able to dictate terms for the ticketing and/or staging of live events – which other members of the supply chain will have to live with, even if they are uneconomic. Read More »

Why Lady Gaga is the real deal ...

So, Lady Gaga scooped more awards than any other artist at this year’s Brits, prompted yet more gasps over her choice outfit – and no doubt won some hearts for her touching tribute to her friend, the late Alexander McQueen.

Amid such hoo-ha it would be easy to forget the scale of her victory over us – her adoring public – these past 12 months. Read More »

Why HMV was destined to take care of Mama ...

So, Mama Group PLC has been up for sale. MAMA Group Plc is the parent company of number of UK-based music and media businesses. It has three divisions – Live Music, Artist Services, and Consumer – and owns, among other things, the Barfly venue chain, the Hammersmith Apollo, and The Fly magazine.

Technically there have been two bidders involved. But from a negotiating point of view there was only one realistic outcome – namely that Mama would be acquired by its co-venturing partner, HMV. This highlights something often forgotten in negotiations: that money is only important insofar as it addresses one of the parties’ needs.

Read More »

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